JOINT WRITTEN STATEMENT BY DAVID L. COHEN EXECUTIVE VICE PRESIDENT COMCAST CORPORATION AND ROBERT D. MARCUS CHAIRMAN & CHIEF EXECUTIVE OFFICER TIME WARNER CABLE INC. TO THE REGULATORY REFORM, COMMERCIAL AND ANTITRUST LAW SUBCOMMITTEE OF THE U.S. HOUSE OF REPRESENTATIVES JUDICIARY COMMITTEE OVERSIGHT HEARING ON “COMPETITION IN THE VIDEO AND BROADBAND MARKETS: THE PROPOSED MERGER OF COMCAST AND TIME WARNER CABLE” MAY 8, 2014 TABLE OF CONTENTS Page Summary of Joint Written Statement ...............................................................................................1 I. Overview Of The Transaction .............................................................................................5 A. Comcast-TWC Combination ...................................................................................5 B. Charter-SpinCo Transaction ....................................................................................7 II. The Transaction Is Pro-Consumer, Pro-Competitive, And Will Generate Substantial Public Interest Benefits .....................................................................................8 A. Greater Scale Is Essential To Compete In Today’s Dynamic, Multi- Faceted Marketplace. ...............................................................................................8 B. Consumers Will Benefit From Accelerated Broadband Deployment And Expanded Broadband Adoption .............................................................................11 1. The Transaction Will Bring Faster Internet Speeds And Next- Generation Broadband Products And Services To TWC Customers. .................................................................................................11 2. The Transaction Will Accelerate Other Broadband Network Investments And Improvements That Benefit Consumers. .......................14 3. The Transaction Will Drive Greater Broadband Adoption Across The Combined Company’s Footprint. .......................................................15 C. The Transaction Will Provide Innovative Video Products And Services To Millions Of Consumers. .........................................................................................19 D. The Transaction Will Enhance Competition For Voice Services. .........................24 E. The Transaction Will Enhance Competition In The Markets For Business Communications And Wireless Backhaul Services. ..............................................25 F. The Transaction Will Accelerate The Deployment And Adoption Of Next-Generation Cable Advertising Technologies That Will Benefit Advertisers And Consumers. .................................................................................29 G. The Transaction Will Generate Other Significant Public Interest Benefits. ..........31 III. Promises Made And Promises Kept – Our Record ............................................................37 IV. The Transaction Will Not Harm Competition. ..................................................................39 - i - A. This Is Not A Horizontal Transaction, And There Will Be No Reduction In Consumer Choice In Any Market ......................................................................39 B. There Will Be No Vertical Harms From The Transaction ....................................40 1. The Internet Ecosystem ..............................................................................40 a. Comcast Has A Long Record Of Working Cooperatively With Other Companies On Interconnection, Peering, And Transit ............................................................................................40 b. The Transaction Will Spur Competition For Broadband Services ..........................................................................................43 2. Video Services ...........................................................................................50 a. Comcast Will Have About The Same National Market Share Of MVPD Subscribers As In Prior Cable Transactions. ..................................................................................50 b. The Combined Company’s Programming Will Be Available To MVPDs And OVDs Alike .......................................52 c. Comcast Carries Huge Amounts Of Unaffiliated Programming And Will Continue To Do So Post- Transaction .....................................................................................53 3. Advertising Markets ...................................................................................54 V. Conclusion .........................................................................................................................55 - ii - Mr. Chairman, Ranking Member, and Members of the Subcommittee, thank you for inviting us to testify today. We welcome this opportunity to discuss the proposed transaction between Comcast Corporation (“Comcast”) and Time Warner Cable Inc. (“TWC”), and the numerous and substantial pro-consumer, pro-competitive, and public interest benefits that it will generate. Summary of Joint Written Statement The combination of Comcast and TWC will create a world-class communications, media, and technology company to help meet the insatiable consumer demand for advanced digital services on multiple devices in homes, workplaces, and on the go. Comcast has a proven record of investing in new technologies, facilities, and customer support to provide the best in broadband Internet access, video, and digital voice services. Similarly, TWC has made significant strides in offering a diverse array of video, broadband, and voice services to its customers. Competing to provide these products and services and other highly desirable services in today’s increasingly dynamic and national marketplace requires significant capital and R&D investments and technological expertise. The transaction will enable Comcast to build on each company’s successes and strengths and extend Comcast’s industry-leading communications and information services, as well as its substantial commitments to serve the public interest, to millions of additional consumers and businesses, with no risk of harm to competition or the public interest. It is important to put this transaction in the proper competitive context. The decision of the companies to combine reflects the increasing rivalry and experimentation among national and global companies, including such powerful companies as AT&T, Verizon, DirecTV, Dish, Amazon, Apple, Samsung, Sony, Google, Netflix, and Facebook in competing for consumer attention and loyalty across the broadband ecosystem. The robust broadband connectivity that Comcast and TWC deliver to American consumers has enabled some of these and other companies to become global powerhouses, with many of them eclipsing both Comcast and TWC in annual revenues and market capitalization. Increasingly, these powerhouses are pursuing new businesses in which they compete with us – and we are doing the same thing. Google, for example, is leveraging its global role in content aggregation to compete with us in many areas, and is rapidly deploying fiber optic networks to serve dozens of major markets, including many that we serve; Netflix has built a larger U.S. base of video customers than our combined companies and is becoming a major originator of content; Apple has extended its platform into the full range of wired and wireless devices to compete in the delivery of content and services; and Samsung is developing its own operating system to implement a common platform among all Samsung consumer products, including its mobile and television appliances. All of this competition is great for American consumers. We have seen the emergence of an unprecedented “broadband value circle” that provides consumers with abundant choices of content, platforms, devices, and providers. And the success of these companies has given them the massive scale and resources necessary to compete in this capital intensive, rapidly evolving industry, where continued innovation and research and development are essential. - 1 - By combining with TWC, Comcast can also achieve the increased coverage and economies of scale necessary to invest the billions of dollars required for next-generation technologies, greater service reliability, secure networks, and faster Internet speeds. This will let us drive more innovative products and services into the marketplace, allowing us to meet the needs of American consumers, businesses, and institutions in ways better than the two companies could do separately. Combining the two companies’ complementary strengths will accelerate the deployment of next-generation broadband Internet, video, and voice services across the new company’s footprint. For example, TWC customers will benefit from Comcast’s commitment to invest continuously in high-speed data services, as well as Comcast’s next-generation products like the acclaimed X1 operating platform. And we can explore how TWC’s next-generation products, like its “Start Over” and “Look Back” VOD technologies, may benefit Comcast customers. With larger scale and network coverage, Comcast will also have the capability to deploy other new products and technologies more quickly and efficiently than either company could do on its own – including the best in-home Wi-Fi, expanded availability of Wi-Fi “hotspots” across the combined footprint (which will provide mobile access to Internet content), faster deployment of IP cable and related technologies, more accessible services and features for disabled Americans, and advanced network security. Low-income households